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124 November 17, 1954 A regular meeting of the Board of Directors of P. Lorillard Company was held today at the office of the Company, 119 West 40th Street, New York City. There were present Messrs..: H. A. Kent ~ 1P. F. J. Halley Hopewell D. A. Henderson b. E. Dawley B. B. Parmele F. G. Searle H. F. Temple A. James _ F. b, Walson Anna F. Woessner, Secretary Mr. Kent, Chairman of the Board, presided and the Secretary acted as Secretary of the meeting. On motion duly made and seconded, the reading of the minutes of the previous meeting was dispensed with. On motion of Mr. Henderson, seconded by Mr. Hopewell, it was unanimously RESOLVED: That the dividend of $1.75 per share on the Preferred Stock of this Company, which would otherwise be payable on the first business day in January, 1955, be and the same hereby, by way of an- ticipation, is declared and made payable December 22, 1954, to stock- holders of record at the close of business December 1, 1954. FURTHER RESOLVED: That an interim dividend of 400 per share on the outstanding Common Stock of this Company be and the same hereby is declared and made payable on December 22, 1954, to stockholders of record at the close of business on December 1, 1954. It was stated to the meeting that, under the provisions of the Employees' Retirement Plan, all salaried employees covered by the Plan who have reached the age of sixty-five years have been retired on the income provided for in the Plan; that Section 4, subsection (1)(e), provides that the Board of Directors may employ on a retainer or fee basis any person who is receiving a retirement allowance under the Plan; that certain retired employees had been employed on a retainer or fee basis during the year 1954 and that officers and department heads had been consulted for the purpose of determining which, if any, of those employees so retained should continue to be employed on said retainer or fee basis, which retainer or fee would be in addition to the retirement income such employees would receive; that in the opinion of the persons consulted, the special experience and knowledge of the 0 employees shown on the schedule presented to the meeting, which is tj annexed to these minutes as a part hereof, make it highly desirable N that their services be retained on either a full-time or part-time Q basis as set forth after their respective names, and that it was ;,rT recommended that each of said persons be offered a contract for the ~ year 1955 for the type of service and at the retainer or fee set forth ~ after each such name on the schedule. Thereupon, after full discussion, On ffiotion of Mr. Searle, seconded by Mr. Henderson, the following I r . P- "4R W. 1a M "" in 1 0

.Retired Employees Retained on Contract Basis for year 1955: Name and Type of Employment: Retainer: Bechtold, Henry L. To render services in the $1,915.32. Manufacturing Division, per annum, OLD GOLD Branch of the Company, in the development payable of new products and such other assignments as way be weekly. requested, devoting thereto at least 60% of the work- ing days. Billings, Roswell G. To assist in the purchase of $8,671.84 leaf tobacco, advise in re- per annum, gard to Leaf Department affairs at the Connecticut payable Leaf Dept., and perform such other assignments as may monthly. be requested, devoting thereto his full time. Bittel, Christopher C. To render services in the $4,074.72 Sales Dept. of the Company, per annum, and such other assignments as may be requested, devoting payable thereto his full time. weekly. Clemens, Leslie E. To assist and advise the $8,784.64 Insurance Dept. and to per- per annum, form such other assignments as may be requested, de- payable voting thereto his full time. monthly. Fitzsimmons, Mae To assist the Branch Manage- $2,642.48 ment and the Head Foreman of per annum, the OLD GOLD Cigarette Packing Dept. in the development payable of supervisory personnel; also, to assist in meeting the weekly. production requirements of the department and to carry out special assignments, devoting thereto her full time. Garvey, William J. To perform such assignments as $5,778.36 may be requested by the Com- per annum, pany, devoting thereto his full time, payable monthly. Harris, Richard M. To supervise warehousing of $2,442.08 display advertising and per annum, sales promotional material, distribution of such ma- payable terial to the Sales Organization as directed by the weekly. Sales Service Dept., and to perform such other assign- ments as may be requested by Asst. Sales Manager, 031'J0580 Sales Promotion Manager or Field Manager, devoting thereto his full time. Higgins, Edward F. To assist and advise the Pur- $7,787.52 chasing, Sales and Advertising per annum, Departments and to perform such other assignments as may payable be requested, devoting thereto his full time, monthly. Jais, Edward To assist and advise the $4,826.88 Sales Board and perform such per annum, other assignments as may be requested, devoting thereto payable approximately 70% of the working days. monthly. Nelson, Jennie _ To assist Statistical Dept. $1,985.76 in completing IBM printing, per annum, records and mailing of invoices to customers and to payable perform such other duties as may be assigned, devot- weekly. s. .•• , ~ . .. r, ~ '1 aa 4 I

Name and Type of Employment: O'Connor, James J. To assist the Cigar Sales Manager and perform such other assignments as may be requested, devoting thereto his full time. Patterson, Richard R. Purchasing of leaf tobacco during leaf season and advis- ing in regard to leaf department and Company affairs, and performing such other assignments as •ay be re- quested, devoting thereto his full time during the leaf buying season and such time as may be required in other seasons. Peterkin, George To assist Sales and Advertising Departments in regard to window and other point-of-sale displays and perform such other assignments as may be requested, devoting thereto his full time. Peterson, Henry To render services as Recep- tionist at the New York Off ice and such other assignments as may be requested, devoting thereto his full time. Riefner, Adam To assist and advise the Com- mittee on Manufacture and perform such other assignments as may be requested, devoting thereto at least 60% of the working days. Seele , H. D. To render services at the Louisville Branch of the Com- pany and such other assignments as may be requested, devoting thereto h is full time. Slayton, Charles T. To assist the Plant Manager and Superintendent at the Danville Leaf Dept. in carrying out the prescribed Company maintenance program, and to perform any assign- ments of a maintenance nature that may be requested, devoting thereto his full time. Vollmer, John H. To assist the Branch Manager and Branch Traffic Manager in the shipping, receiving and traffic activities of the OLD GOLD Branch, and carrying out such other assignments as may be requested, devoting thereto not less than 60% of the working days. White, Charles J: To assist the Manager of the Connecticut Leaf Dept. in receiving, storing and shipping of tobaccos and to carry out special assignments as given by the Manager, devoting thereto his full time. Retainer: $12,853.32 per annum, payable monthly. $14,226.12 per annum, payable monthly. $ 3,540.64 per annum, payable monthly. $ 1,976.00 per annum, payable weekly. $5,606.64 per annum, payable monthly. $5,512.92 per annum, payable monthly. $4,550.00 per annum, payable weekly. $2,280.60 per annum, payable monthly. $ 2,862.80 per annum, payable monthly. L I

125 preamble and resolution were duly adopted:. WHEREAS, it is the opinion of this Board that the persons recommended have such special experience and knowledge as to render the retention of their services highly desirable for the benefit of this Company, NOW, THEREFORE, BE IT RESOLVED: That the proper officers of this Company be and they hereby are authorized to enter into and to execute with each employee set forth on the schedule attached to these minutes and made a part hereof, a contract for one year from January 1, 1955, for the type of service and at the retainer or fee set forth after each name, which retainer or fee shall be in addition to the retirement income of each such employee, said contract to embody such other terms of employment as may be deemed advisable by the proper officers of the Company. The Chairman stated to the meeting it had been brought to his attention that a number of employees who heretofore have been re- tired under the Employees' Retirement Plan, and those who will be retired during 1955, all of whom have had many years of service with the Company, whose services have not been and will not be re- tained, are now receiving or will receive inadequate retirement incomes from the Employees' Retirement Plan because of changed economic conditions. He stated that the Retirement Board at a meeting held November 16, 1954, adopted a resolution recommending to the Board of Directors a method of alleviating this hardship on the employees concerned, whereby, if approved by the Board, this Company would make a contribution to each such employee which would be in addition to the retirement income, the total of such contri- butions for the year 1955 not to exceed $13,500., and that in his opinion the Board should authorize.such contributions in recogni- tion of the long and faithful service of such employees to the Company. Thereupon the Secretary presented and read to the meeting the resolution regarding this matter which was adopted at a meeting of the Retirement Board held November 16, 1954, and also presented schedule showing names of such employees, length of service, amount of annual retirement income, proposed Company contribution, and the total amount each employee would receive if the recommendation of the Retirement Board be approved. Thereupon, after full discussion, On motion of Mr. Dawley, seconded by Mr. Henderson, it was unanimously RESOLVED: That in order to alleviate the hardship, by reason of inadequate annual retirement income, of certain heretofore re- tired employees and those to be retired during 1955, who have served this Company long and faithfully, the proper officers of this Com- pany are hereby authorized to expend not to exceed the sum of $13,500. during the year 1955, on the following basis: That each former employee who heretofore has been retired and each employee who will be retired during 1955 under normal retire- ment, whose name is included on the schedule presented to this meet- ing, and whose retirement income is less than $1,000. per annum, ~; <_. _ ,.

126 be paid by the Company an amount of money to supplement his annual retirement income in accordance with the following length of service plan: t 1) Those with thirty years of service and more, to receive an aggregate of $1,000. per annum; 2) Those with fifteen to twenty-nine years and eleven months of service, to receive an aggregate of $750. per annum; 3) Those with ten to fourteen years and eleven months of service, to receive an aggregate of $500. per annum. FURTHER RESOLVED: That such payments are authorized for the year 1955 only, with respect to each such retired employee and those who will be retired during 1955, shall not be transferrable by them, shall cease as to each retired employee upon his or her death, and may be terminated as to any one or more or all of them at any time by further action of this Board in its sole discretion. It was stated to the meeting that the Retirement Board for the Retirement Allowance Plan for Hourly-rated and/or Piece Work Employees has recommended that the Board of Directors ratify certain resolutions adopted by the Retirement Board amending the aforesaid Plan to increase the amount of retirement allowance for qualified employees from $1200 per annum to $1500 per annum, effective January 1, 1955. Thereupon, after full discussion, On motion of Mr. Henderson, seconded by Mr. Temple, it was unanimously RESOLVED: That theection of the Retirement Board for the Re- tirement Allowance Plan for Hourly-rated and/or Piece Work Employees in adopting, at a meeting held October 21, 1954, the following reso- lutions: "RESOLVED: That Section VI, Retirement Allowances, subsection (3), paragraphs (a) and (b), be as follows: "(a) Subject to all the provisions of this Plan, any employee who on or after January 1, 1955, has attained age 65 shall re- ceive, upon application to the Retirement Board, the following retirement allowance for life only if he has thirty (30) years of 'Credited Service,' as herein provided, and is considered an active employee according to Company rules and regulations: "A monthly retirement allowance payment of One Hundred and Twenty-five Dollars ($125), which shall be reduced by any Social Security and Other Public Pensions, as herein provided. "(b) Subject to all the provisions of this Plan, any employee who on or after January 1, 1955, has attained age 65 shall re- ceive, upon application to the Retirement Board, the following retirement allowance for life only if he has twenty (20) or more, but less than thirty (30) years of 'Credited Service,' as herein provided, and is considered an active employee accord- ing to Company rules and regulations: . I I I "A monthly retirement allowance payment equal to that part

I The following is an extract from the minutes of a meeting of the Retirement Board of the Employees' Retirement Plan of P. Lorillard Company, held on November 16, 1954: "On motion duly made and seconded the following preambles and resolution were unanimously adopted: WHEREAS, Section 4(1)(b), of the Rules and Regulations governing the operation of the Employeest Retirement Plan, provides in part: 'Any member who on the effective date of the Plan is aged 60 or over shall be retired by the Retirement Board at any time during the five years succeeding the effective date of the Plan that such member may elect, provided that no member may elect to retire before age 65 except as provided in Sub-section (2) of this section.f; and, WHEREAS, the Retirer.ent Board has determined through the office of the Actuary of the Plan the retirement income to be paid members who on December 31, 1945, xill be affected by the above Section 4(1)(b), a study by the Retirement Board of the various incomes indicates that employees shown in the attached schedules, through circumstances beyond their's and the Company's control, will encounter difficulty and hardship in meeting the present high cost of living, I NOW, THF.'ZEFORE, BE IT RESOLVED: That the Retirement Board, due to the long and faithful service rendered by these employees, recommend to the Board of Directors their consideration of the following program to alleviate such difficulty and hardship. That each former employee who has heretofore been retired under normal retirement and each employee who will be retired during 1955 whose names are included on the schedules which have been presented to this meeting and whose retirement incomes are less than $1000. per annum be pai d by the Company an amount of money to make up such differences as each may be entitled to, if approved by the Board of Directors, according to the following length of service plan: 30 years of service and over $1000. 15 to 29 years and 11 months of service 750. 10 to 14 years and 11 months of service 500. That such payment shall continue for the year 1955 only with respect to each retired employee, shall not be transferrable, shall cease upon the death of any such employee and may be Q terminated at any time by the Board of Directors as to any one ~ or more or all of such retired employees." .~ O C11 GC ..`a

a . A DATE LENGTH OF AMOUNT OF V COMPANY COMEINFD NAME BRANCH RE_ S E RETIREhIENT CONTfi1BUTI0N'3 AMOUNT Yra. Mos. Allan L. Alsop Louisville 4/1/52 23 2 $ 285.96 $ 464.04 $ 750.00 Charles Atkinson Whitlock 1/1/50 43 11 814.80 185.20 1,000.00 Thomas D. Bayne Whitlock 1J1/50 40 2 432.12 567.88 1,000.00 Robert J. Blount Whitlock 11/1/51 43 4 844.56 155.44 1,000.00 William E. Burgoyne Whitlock 12/1/45 24 5 382.20 367.80 750.00 James F. Cashin Jersey City 9/1/46 23 10 639.48 110.52 750.00 David H. Day Middletoirn 11/1/48 37 3 505.68 494.32 1,000.00 William J. Dorgan Jersey City 1/1f46 29 11 294.84 455.16 750.00 Jesse C. Esarey Louisville 1/1/50 26 10 296.52 453.48 750.00 Adelaide Evans N.Y. Office 1/1/50 26 5 284.40 465.60 750.00 Janea L. Findlay Whitlock 4/]./49 45 2 739.32 260.68 1,000.00 John Grundy Whitlock 7/1/46 44 9 775.08 224.192 1,000.00 Herbert Hummer N.Y. Office 11/1/48 33 6 664.44 335.56 1,000.00 Charles J. Hurr Middletown 1/1/50 43 6 616.32 383.68 1,000.00 Jerome L. Inderberg Wisconsin 10/1/51 . 29 9 381.00 369.00 750.00 William B. Johnson Jersey City 7/1/46 18 3 214.56 535.44 750.00 William C. Kelley N.Y. Office 8/1/52 11 1 239.52 260.48 500.00 Frederick C. Kirchner Whitlock 1/1/50 19 8 314.16 435.84 750.00 John C. Lane Jersey City ° 1/1/46 48 - 617.76 382.24 1,000.00 Margaret Long N.Y. Office 1/1/50 28 3 257.88 492.12 750.00 George A. Lutto Whitlock 1/]./50 46 5 816.60 183.40 1,000.00 Herbert E. MacMurpty Sales 1/1/50 31 6 835.44 16L..56 1,000.00 Lula J. Martin Whitlock 1/1/49 49 10 417.60 . 582.40 1,000.00 Paul Masoner Middletown 12/1/47 46 3 606.36 3Q3.64 1,000.00 Perry F. Miller Louisville 1/1/50 10 6 141.72 358.28 500.00 Eunice C. Moore Whitlock 1/1/50 37 8`. 309.00 691.00 . 1,000.00 Emma S. Page N.Y. Office 11/1/52 26 ' 9 348.ti8 ~ 401.52 750.00 William W. Redd Whitlock 1/1/50 47 9 933.84 66.16 1,000.00 Bowen D. Rose Middletown 5/1/50 36 4 572.76 427.24 1,000.00 Augustus Schultz Whitlock 1/1/50 42 2 472.08 527.92 1,000.00 Charles S. Taylor Whitlock 1/1/46 36 4 725.04 274.96 1,000.00 -John 0. Taylor Whitlock ]./1i50 47 11 862.44 - 137.56 1,000.00 Charles W. Windel Whitlock 1/1/50 149 2 932.52 67.48 1,000.00 ..~.~~r $17,574.48 s11,675.52 , $29,250.00 SBSOf.1Iuo I

NORMAL RETIREMENTS DURI N(3 1955 V NAME DEPA ftI".KEN T DATE AGE 65 LENGTH OF SERVICE @ 65 ANNUAL RETIRFMENT INCCME RECOMMENDATION FOR CONTRaCT PRES'E'NT ANNUAL SALARY SPF.CIAL COMPANY CONTRIAUTTON ~ - Emanuel Newman Cigar Sales 2/ 3/55 30 yrs. 1 mo. s1,056. No ~ 6,760.00 None Bartholmew Henning Wisconsin Leaf 2/26/55 43 yrs. 5 moe. 737. No 3,536.00 6 263.00 Claude W. Berkley Advertising !i/26/55 . 40 yre. 9 mos. 5,049. Yes 21,000.00 None Joseph Miller Kentucky Leaf 5/31/55 49 yrs. 9 mos. 1,169. Yes 5,800.00 None Reuben A. Myrick Louisville 7/ 9/55 10 yrs. 7 mos. 189. Undecided 3,016.00 311.00 Constance Birindelli Whitlock 7/12/55 21 yrs. Lt mos. 289. No 3, 221;.00 461. 00 John J. McNeish Sales Dept. 8/13/55 40 yrs. 8 mos. 2,653. Yes 7,009.60 None Mae W. Davey Statistical Dept. 9/ 8/55 38 3'ra• - 447. No 2,184.00 553•00 Frieda J. Faria Jersey City 9/21/55 49 Yrs• 2 mos• 702. Yes 3,380.00 None Arthur C. Hursh Sales Dept. 10/30/55 42 yrs. 2 mos. 1,373. Yes 6, A0.00 None James R. McDermott Asaft Comptroller 10/30/55 33 yrs• 7 mos. 1,809. Yes 10,780.00 None Ralph J. Lewis Cigar Sales 11/ 4/55 24 yrs. 11 nas. 1,053. Yes 6,656.00 None i ~ 9AS04iC0

I I 1 9 127 of the sum remaining after deducting from One Hundred and-Twenty-five Dollars ($125) the amount of any Social Security and Other Public Pensions, as herein provided, which the number of his years of 'Credited Service' bears to thirty (30); and 'TURTHER RESOLVED: That Section III, Credited Service, sub- section (1), paragraphs (c); (d) and (e), be as follows: "(c) Employee is laid off for any reason for more than eight- een (18) consecutive months;• "(d) Failure of employee•to-return to work within twenty-four (24) hours of time to report as directed in registered mail notice sent to last address-appearing on Company official records; "(e) Employee is absent for five (5) working days without no- tifying the Company, unless such absence is excused for jus- tifiable cause acceptable to the Company, ***" be and it hereby is in all respects approved, ratified and confirmed, and that the Plan be and it hereby is amended in accordance with the terms of said resolutions. On notion duly made and seconded, the meeting adjourned. e_ Secretary